This Agreement
(“Agreement”) constitutes the binding and complete agreement
between you and Make Me Heal Inc. (“Make Me Heal”) in connection
with the Make Me Heal Partner Program (“Program”). As used
in this Agreement, “we”, “us”, “our”,
“our website”, “Makemeheal.com”, and “Make
Me Heal Site” means Make Me Heal, and “you”, your”,
and “yours” means the applicant party.

Enrollment In Our Program

You may
submit a completed Make Me Heal Partner Program application to begin the
application process. Your submission of an application implies full acceptance
of the terms and conditions set forth in this Agreement. After we review
your application, we will notify you of its acceptance or rejection. We
may reject your application, in our sole discretion, if we feel that your
site is unsuitable for the Program or inconsistent with the mission of
Make Me Heal. An unsuitable site may include, without limitation, explicit,
vulgar or obscene language, posting or referencing of sexually explicit
images or other offensive content, promotion of adult and pornographic
services, such as phone sex or escort services, racial, ethnic, political,
hate-mongering or otherwise objectionable content, gratuitous violence
or profanity, promotion of illegal substances or activities, and any illegal
activity whatsoever.

If we accept your
application, we will assign you a "Partner Identification Number"
which will be used to track all of your commissions earned from sales
that you have referred.

Link
To Our Site & Content

Once you
are accepted into the Program as a Partner, we will provide you with links,
and/or graphic/textual content, and/or pages with graphics, text, and
links using special URLs used in the Program (the “Links”).
You may display the Links as often and in as many areas on your website
as you like in accordance to the requirements specified in this Agreement.
The Links will identify your website as a member of the Partner Program
and will contain your Partner Identification Number.

Order
Processing

We will be
responsible for all aspects of the order processing and fulfillment, including,
without limitation, credit card and payment validation, billing, shipping,
returns/exchanges, cancellations, and any customer service needs associated
with customers who link from your website to the Makemeheal.com site.
We will track sales made to customers who purchase products through a
link from your website to our website. and who have been referred by you.
We reserve the right to reject orders that do not comply with any requirements
that we periodically may establish.

Referral
Commissions

We will track
sales made to customers who purchase products through a Link from your
website to our website. We will pay you referral commissions on these
sales when full payment has been received. You will have real-time access
to a private account where you can view daily reports of your sale referrals,
including an itemization of every sale you generated by referral and the
commission amount due to you for each such referred sale.

Commission
Schedule

You will
earn referral commissions based on the “net price” of products
after the cost of the product and any related handling fees are subtracted
from the retail price of the product. The commission structures are established
by us and may change, at our sole discretion, from time to time. The current
commission structure is as follows:

Lead
Commission: Whenever a new visitor has been referred from your
site to us through Links and has made a purchase on our site, you will
receive 20% of the net sales from such customer’s order.

Sub-Sale
Commission: Sub-sale commissions are essentially commissions
earned from repeat customers. For a period of 30 days following the lead
sale from a customer referred from your website to us, when this same
customer who has been referred from your site returns to our site and
makes a purchase, you will receive 10% of the net sales from such customer’s
order. A cookie that is installed in the customer’s computer will
remain active for 30 days, unless the customer removes the cookie on his/her
own. We may change the length of the cookie from time to time, at our
sole discretion.

Commission
Payment

We will
pay you referral commissions on a monthly basis provided that your account
has reached the minimum payment threshold that you selected in your Make
Me Heal Partner Application. Accounts with a balance of less than the
payment threshold will roll over to the next month. Due to our return
policy enabling customers to return products after their purchase for
a period that is typically 30 days, there will be a 1-month lag in payments.
For example, you will be paid on November 1 for all referred sales made
during the month of September. Approximately 30 days following the end
of each calendar month, we will send you a check for the referral commissions
earned. However, if the referral commissions payable to you for any calendar
month are less than the payment threshold that you selected during the
application process, we will hold those referral fees until the total
amount due is at least equal to the payment threshold or, if earlier,
until this Agreement is terminated. If a Product that generated a referral
fee is returned by the customer, we will deduct the corresponding referral
fee from your next payment. If there is no subsequent commission payment
due to you, we will send you a bill for the referral fee from the customer
who has returned a product. You agree to promptly pay back the excess
payment upon notification by us.

Payment
Options

Commission
payments shall be made in the form of a check payable to the individual
or entity specified in your application.

Product
Pricing, Availability & Information

Our product
prices, availabilities, and information change from time to time. We cannot
guarantee the product prices, availabilities, and information that are
displayed on your website, and customers shall be bound by the prices,
product availabilities and information that are displayed on the Makemeheal.com
website.

Term
of Agreement

The term
of this Agreement (“Term”) shall begin upon our acceptance
of your application and will end when terminated by either party by giving
the other party written notice of termination. Upon termination of this
Agreement for any reason, you must immediately cease use of, and remove
from your site, all links to our site, and all Make Me Heal trademarks,
copyrighted material, logos, intellectual property, graphics, text, and
all other materials provided by or on behalf of us to you in connection
with the Partner Program during the Term. You will only qualify to earn
referral commissions on referred sales occurring during the Term, and
referral commissions earned through the termination date will be payable
to you only if the related orders are not canceled or returned. In the
event that an excess payment is made by us to you, you agree to promptly
pay back the excess payment upon notification by us. We reserve the right
to retain your final payment for a reasonable period of time to ensure
that the correct amount is paid.

Limited
License

During the
Term, we grant you a nonexclusive, nontransferable, revocable right to
use the Link(s) and any graphical and textual content that we provide
in accordance with the terms of this Agreement and solely for the purpose
of identifying your site as a participant in the Program and for the purpose
of generating referred sales in connection with the Program. You may not
modify or change the Links or any graphical or textual content in any
way. We may revoke your license at any time by giving you written notice.

Independent
Contractors & Identification Of Relationship

Make Me Heal
and you are independent contractors and nothing in this Agreement will
create any partnership, joint venture, agency, franchise, sales representative,
or employment relationship between the parties. You will have no authority
to make or accept any offers or representations on our behalf. You expressly
agree not to make any statement, whether on your site or otherwise, that
would reasonably contradict anything in this Agreement.

You may identify you
or your Site as a participant in the Program without providing us prior
notice. We may identify you or your Site as a participant in the Program
without providing you prior notice. Such identification may be oral, written,
or electronic.

Representation
and Warranties

You hereby
represent and warrant to us as follows: 1.
This Agreement has been duly and validly executed and agreed to by you
and constitutes your legal, valid, and binding obligation, enforceable
against you in accordance with its terms.
2. The development, operation, and contents of your site do not infringe
upon the copyright, trademark, or any other right of any person or entity.
You are solely responsible for the development, operation, and maintenance
of your site.
3. You guarantee that all content, products, and services on your web
site are legal to distribute and that you own or have the legal right
to use any and all copyrighted material.
4. You acknowledge that you have read this Agreement and agree to all
its terms and conditions. You have independently evaluated the desirability
of participating in the Program and are not relying on any representation,
guarantee, or statement other than as set forth in this Agreement.
5. You will comply with all applicable local, state and federal laws,
statutes, orders, ordinances and regulations relating to the performance
of the Program.
6. You are an adult of at least 18 years of age.

Disclaimers

We make
no express or implied warranties or representations with respect to the
Make Me Heal or the Make Me Heal Partner Program (including, without limitation,
warranties of fitness, merchantability, non-infringement, or any implied
warranties arising out of course of performance, dealing, or trade usage).
In addition, we make no representation that the operation of Make Me Heal
or our site will be uninterrupted or error-free, and we will not be liable
for the consequences of any interruptions or errors. This statement expressly
includes any reimbursement for losses of income due to disruption of service
by Make Me Heal or its upstream providers.

Limitation
of Liability

We will
not be liable for indirect, special, or consequential damages (or any
loss of revenue, profits, or data) arising in connection with this Agreement
or the Program, even if we have been advised of the possibility of such
damages. Further, our aggregate liability arising with respect to this
Agreement and the Program will not exceed the total referral fees paid
or payable to you under this Agreement.

Indemnification

You agree
to indemnify and hold Make Me Heal, its owners, directors, officers, employees,
subsidiaries, affiliates, partners, employees, contractors, licensors,
suppliers, agents, and content providers, harmless from and against any
claims, demands, actions, liabilities and settlements, including, but
not limited to, legal, attorney, administrative, accounting, and other
fees, resulting from, or in any way involving, without limitation, your
breach of the Agreement, o your misrepresentation of a representation
or warranty or breach of a covenant and agreement made by you herein.

Any legal action taken
by an advertiser, agency, client, person, or entity against Make Me Heal
for actions of you (the Partner) that violate these terms and conditions,
you accept that Make Me Heal will work with the advertiser, agency, client,
person, or entity to divulge your personal information. You also agree
that Make Me Heal is not liable for your actions, and you will bear all
costs (legal or otherwise) that Make Me Heal incurs if Make Me Heal is
sued by advertiser, client, agency, person, or entity.

Modification

We may modify
any of the terms and conditions of this Agreement at any time. Modifications
may include, for example, changes in the percentage of commission for
lead sales and sub-sales, payment schedules, payment procedures and Program
rules. You will be notified by email and/or a change notice may be posted
on our website. If any modification is unacceptable to you, your only
recourse is to terminate this Agreement. Your continued participation
in this Program following our posting of a change notice will constitute
your binding acceptance of the change(s) to this Agreement.

Confidentiality

We may disclose
to you certain information as a result of your participation as part of
the Program, which information we consider to be confidential (herein
referred to as "Confidential Information"). For purposes of
this Agreement, the term "Confidential Information" shall include,
but not be limited to, any modifications to the terms and provisions of
this Program Agreement made specifically for your site and not generally
available to other members of the Program, website, business and financial
information, customer and vendor lists and pricing and sales information
for Make Me Heal and any members of the Program, other than you. Confidential
Information shall also include any information that we designate as confidential
during the term of this Agreement.
You agree not to disclose any Confidential Information and that such Confidential
Information shall remain strictly confidential and secret and shall not
be utilized, directly or indirectly, by you for your own business purposes
or for any other purpose except and solely to the extent that any such
information is generally known or available to the public or if same is
required by law or legal process. We make no warranty, expressed or implied,
with respect to any information delivered hereunder, including implied
warranties of merchantability, fitness for a particular purpose or freedom
from patent, trademark or copyright infringements, whether arising by
law, custom or conduct, or as to the accuracy or completeness of the information
and we shall not have any liability to you or to any other person resulting
from your or such third person's use of the information.

Governing
Law & Venue

This Agreement
will be governed by the laws of the United States and the State of California,
county of Los Angeles without reference to rules governing choice of laws.
Any action relating to this Agreement must be brought in the federal or
state courts located in Los Angeles, California, and you irrevocably consent
to the jurisdiction of such courts. You expressly agree that the sole
and exclusive venue for any dispute with or claim involving Make Me Heal,
its owners, directors, officers, employees, subsidiaries, affiliates,
partners, employees, contractors, licensors, suppliers, agents, and content
providers shall reside in the courts of the State of California, County
of Los Angeles. You may not assign this Agreement, by operation of law
or otherwise, without our prior written consent. Subject to that restriction,
this Agreement will be binding on, inure to the benefit of, and enforceable
against the parties and their respective successors and assigns. Our failure
to enforce your strict performance of any provision of this Agreement
will not constitute a waiver of our right to subsequently enforce such
a provision or any other provision of this Agreement.

Legality

If any provision
of this Agreement shall be held to be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions
shall not in any way be impaired thereby and the remaining provisions
of the Agreement shall remain in full force and effect. Nothing contained
in the Agreement appearing herein shall be construed to require the commission
of any act contrary to law. Whenever there is any conflict between any
provision of the Agreement and any material law, contrary to which Make
Me Heal and you have no legal right to contract, the latter shall prevail,
but in such event the provisions of the Agreement affected shall be curtailed
and restricted only to the extent necessary to bring them within such
legal requirements, and only during the time such conflict exists.

Information and services provided through Make Me Heal and this Site are intended for educational and informational purposes and are not a substitute for the advice of your physician or other medical professional. If you need medical assistance, you should contact your medical care provider. For more information, please read Our Policies.